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Company Law and Practice · Memorandum and Articles of Association and its Alteration

Memorandum of Association: Meaning and Contents under Section 4

Updated 11 October 2026 · Fact-checked

The **memorandum of association** is the charter of a company. It states the company's constitution and the limits of its powers. Section 4 of the Companies Act, 2013 requires it to state the name, State of registered office, objects, liability of members and, for a company with share capital, the capital clause. For a One Person Company it also names a nominee.

Understand Memorandum of Association: Meaning and Contents

The memorandum of association (MoA) is the foundation document of a company. It defines the company's relationship with the outside world. It tells anyone dealing with the company what the company was formed to do and how far its members' liability extends.

Think of it as a charter. The company cannot go beyond what the charter allows. The articles of association are different. They are the internal rules for managing the company, and they sit below the memorandum. If the two conflict, the memorandum prevails.

Section 4(1) lists what the memorandum must state. These are the mandatory clauses: name, registered office State, objects, liability and capital. A company with no share capital, such as one limited by guarantee, does not have a capital clause. A One Person Company has an extra clause naming the person who becomes the member if the subscriber dies.

Section 4(6) says the memorandum must be in the form given in Tables A, B, C, D and E of Schedule I, as applicable to the company. Section 30 adds that when a prospectus is advertised, the advertisement must specify the memorandum's objects, the liability of members, the amount of share capital, the names of the signatories with the shares they subscribed, and the capital structure.

The memorandum matters because it fixes the company's capacity. Acts outside the objects clause are the subject of the doctrine of ultra vires, which you should study next.

Key rules to remember

Name clause (Section 4(1)(a))
Public company: last word "Limited". Private company: last words "Private Limited".
This does not apply to a company registered under Section 8.
Registered office clause (Section 4(1)(b))
State in which the registered office is to be situated
Only the State is stated in the memorandum, not the full address.
Objects clause (Section 4(1)(c))
Objects for which the company is proposed to be incorporated + any matter considered necessary in furtherance thereof
This decides what the company may lawfully do.
Liability clause (Section 4(1)(d))
Shares: liability limited to the amount unpaid, if any, on shares held. Guarantee: the amount each member undertakes to contribute.
A guarantee company's amount applies in winding up, while he is a member or within one year after he ceases to be one. It also covers winding-up costs and adjustment among contributories.
Capital clause (Section 4(1)(e))
Share capital amount + division into shares of fixed amount + number of shares each subscriber takes (at least one share)
Applies only to a company having a share capital.
OPC clause (Section 4(1)(f))
Name of the person who becomes member on the death of the subscriber
Applies only to a One Person Company.
Name restrictions (Section 4(2) and (3))
No name identical with or too nearly resembling an existing company's name; no name implying Government connection or patronage, unless prescribed approval is obtained
Also barred: a name whose use is an offence under any law or is undesirable in the Central Government's opinion.
Name reservation (Section 4(4) and (5))
Reserved for 20 days, or 60 days for an existing company applying or changing its name, or such other prescribed period
The 60-day period is stated in the proviso to Section 4(5)(i).

How to solve Memorandum of Association: Meaning and Contents questions

Use this method for any question on the meaning, contents or importance of the memorandum.

  1. 1Define the memorandum in one line: the charter that sets out the company's constitution and the limits of its powers.
  2. 2State the provision: Section 4(1) of the Companies Act, 2013 lists the contents.
  3. 3List each clause with its rule: name, registered office State, objects, liability, capital, and the OPC clause if relevant.
  4. 4Apply the clause to the facts, for example the type of company (public, private, Section 8, guarantee, OPC) and what the clause must say for that type.
  5. 5Check the name rules in Section 4(2) and (3) if the question involves a name.
  6. 6Mention Section 4(6) (prescribed forms) or Section 30 (prospectus advertisement) if the facts point there.
  7. 7Close with a clear conclusion that answers the exact question asked.

Quickest way: Five clauses and one exception

When to use it: Use this when a short question asks you to list or identify the contents of the memorandum.

  1. Write the five clauses in order: Name, Registered office (State), Objects, Liability, Capital.
  2. Add the clause that depends on the company type: OPC nominee clause.
  3. Note the exceptions: Section 8 companies drop "Limited" or "Private Limited"; guarantee companies have no capital clause but state the amount of guarantee.
  4. Cite Section 4(1) once, with the sub-clause letters where you are sure of them.

Common mistakes in Memorandum of Association: Meaning and Contents

  • Saying the memorandum must state the full address of the registered office.

    Students mix up the memorandum with the incorporation form filed with the Registrar.

    Fix: Section 4(1)(b) requires only the State to be stated. Write 'the State in which the registered office is to be situated'.

  • Stating that every company must have the word 'Limited' or 'Private Limited' in its name.

    Students forget the proviso to Section 4(1)(a).

    Fix: Add that the requirement does not apply to a company registered under Section 8.

  • Writing that members of a company limited by shares are liable for the full value of their shares.

    The liability clause is remembered loosely.

    Fix: Write that liability is limited to the amount unpaid, if any, on the shares held by the member.

  • Including a capital clause for every company.

    Students memorise one list of clauses and apply it to all types.

    Fix: Section 4(1)(e) applies only to a company having a share capital. A guarantee company without share capital states the amount each member undertakes to contribute.

  • Confusing the memorandum with the articles.

    Both are constitutional documents and are often registered together.

    Fix: Say the memorandum defines the company's objects and powers towards outsiders, while the articles are the internal rules of management. State that the memorandum prevails if they conflict.

  • Missing the OPC nominee clause.

    Students focus on the clauses common to all companies.

    Fix: When the facts mention a One Person Company, add Section 4(1)(f): the name of the person who becomes the member on the subscriber's death.

Worked examples

Example 1

Enumerate the particulars which the memorandum of association of a company limited by shares must state under Section 4 of the Companies Act, 2013.

Show the solution
  1. Provision: Section 4(1) of the Companies Act, 2013 lists the contents of the memorandum.
  2. Name clause: the name with the last word "Limited" for a public company, or the last words "Private Limited" for a private company. This does not apply to a Section 8 company.
  3. Registered office clause: the State in which the registered office is to be situated.
  4. Objects clause: the objects for which the company is proposed to be incorporated and any matter considered necessary in furtherance of them.
  5. Liability clause: the liability of members is limited to the amount unpaid, if any, on the shares held by them.
  6. Capital clause: the amount of share capital with which the company is to be registered, its division into shares of a fixed amount, the number of shares each subscriber agrees to take (not less than one share), shown opposite his name.
  7. Where the company is a One Person Company, it must also name the person who becomes the member on the subscriber's death.

Answer: A company limited by shares must state in its memorandum its name, the State of its registered office, its objects, the limited liability of members (limited to the amount unpaid on shares) and its capital clause, as required by Section 4(1). A One Person Company must additionally state the nominee.

Example 2

Sundaram Traders Private Limited wants to form a company called 'Government of Tamil Nadu Textile Marketing Limited' as a public company without any approval. Advise whether the name can be accepted under the Companies Act, 2013.

Show the solution
  1. Issue: whether the proposed name is permitted under the name restrictions of Section 4.
  2. Provision: Section 4(3)(a) bars a name containing any word or expression likely to give the impression that the company is connected with, or has the patronage of, the Central Government, any State Government, or a local authority or body constituted by them under any law.
  3. Analysis: 'Government of Tamil Nadu' suggests a connection with or the patronage of a State Government. The facts give no approval.
  4. Also check Section 4(2): the name must not be identical with or too nearly resemble an existing company's name, and must not be undesirable in the Central Government's opinion. No such facts are given, so Section 4(3) is the deciding point.
  5. Conclusion: the name cannot be registered in this form.

Answer: The name cannot be accepted. Under Section 4(3)(a), a company cannot be registered with a name that gives the impression of connection with or patronage of a State Government. The name 'Government of Tamil Nadu Textile Marketing Limited' does so, and no approval is shown. The promoters should choose a name without such words.

Exam tips

  • Learn the clause list as Name, State, Objects, Liability, Capital, plus OPC. Examiners often ask you to 'state the contents of the memorandum' in two or three marks.
  • Always cite Section 4(1) and, where you are sure, the sub-clause letter. Marks go to the provision first.
  • For name problems, test the name against Section 4(2) and 4(3) in turn, then give a clear yes or no conclusion.
  • Write the differences for each company type. Section 8, guarantee and OPC variations are favourite short-note points.
  • If a question mentions a prospectus advertisement, bring in Section 30.

Practice questions from Memorandum and Articles of Association and its Alteration

Memorandum of Association: Meaning and Contents in other exams

The same ground in other exams, if you are preparing for more than one or want another angle on it.

Memorandum of Association: Meaning and Contents: frequently asked questions

What are the contents of the memorandum of association under the Companies Act, 2013?

Section 4(1) requires the name, the State of the registered office, the objects, the liability of members and, for a company with share capital, the capital clause. A One Person Company must also name the person who becomes the member on the subscriber's death.

Is the memorandum of association different from the articles of association?

Yes. The memorandum sets out the company's objects and the limits of its powers. The articles are the internal rules for managing the company. If the two conflict, the memorandum prevails.

How long can a company name be reserved?

Under Section 4(5)(i), the Registrar may reserve a name for twenty days from the date of approval or such other period as may be prescribed. For an existing company applying for a name or a change of name, the period is sixty days from the date of approval.

What happens if a reserved name was obtained by giving wrong information?

If the company has not been incorporated, the reserved name is cancelled and the applicant is liable to a penalty which may extend to one lakh rupees. If the company has been incorporated, the Registrar may, after giving it a hearing, direct a change of name within three months by ordinary resolution, strike off the name, or petition for winding up.